EXHIBIT 3.20
                            BY-LAWS
                              OF
                      DEGUELLE OIL COMPANY

                       ARTICLE I. OFFICES

     The principal office of the corporation in the State of
Colorado shall be located in the City of Durango, County of La
Plata. The corporation may have such other offices, either within
or without the State of Colorado, as the Board of Directors may
designate or as the business of the corporation may require from
time to time.

                    ARTICLE II. SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders shall be held on the 1st day in the month of September
in each year, beginning with the year 1979, at the hour of 4
o'clock p.m., for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday in
the State of Colorado, such meeting shall be held on the next
succeeding business day. If the election of Directors shall not be
held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President at the
request of the holders of not less than fifty percent of all the
outstanding shares of the corporation entitled to vote at the
meeting.

     SECTION 3. PLACE OF MEETING. The Board of Directors may
designate any place, either within or without the State of Colorado
unless otherwise prescribed by statute, as the place of meeting for
any annual meeting or for any special meeting called by the Board
of Directors. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place, either
within or without the State of Colorado, unless otherwise
prescribed by statute, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal
office of the corporation in the State of Colorado.

     SECTION 4. NOTICE OF MEETING. Written notice stating the
place, day and hour of the meeting and, in case of special meeting,
the purpose or purposes for which the meeting is called, shall
unless otherwise prescribed by statute, be delivered not less than
ten days nor more than thirty days before the date of the meeting,
either personally or by mail, by or at the direction of the
President, or the Secretary, or the persons calling the meeting. If
mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.

     SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the corporation
may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, 30 days. If the stock
transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least 30 days
immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as
the record date for any such determination of shareholders, such
date in any case to be not more than 30 days and, in case of a
meeting of shareholders, not less than 30 days prior to the date on
which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not
closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record
date for such determination of shareholders. When a determination
of shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall
apply to any adjournment thereof.

     SECTION 6. VOTING LISTS. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make a
complete list of the shareholders entitled to vote at each meeting
of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each. Such list shall be produced and kept open at the time
and place of the meeting and subject to the inspection of any
shareholder during the whole time of the meeting for the purposes
thereof.

     SECTION 7. QUORUM. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less
than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the
meeting as originally noticed. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders
to leave less than a quorum. 

     SECTION 8. PROXIES. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by
shareholder or by his duly authorized attorney in fact. Such proxy
shall be filed with the secretary of the corporation before or at
the time of the meeting. No proxy shall be valid after one month
from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 9. VOTING OF SHARES. Subject to the provisions of
Section 12 of this Article II, each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to a
vote at a meeting of shareholders. In accordance with the Articles
of Incorporation previously filed for this corporation, cumulative
voting of shares shall not be authorized.

     SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares
standing in the name of another corporation may be voted by such
officer, agent or proxy as the By-Laws of such corporation may
prescribe, or, in the absence of such provision, as the Board of
Directors of such corporation may determine.

     Shares held by an administrator, executor, guardian or
conservator may be voted by him either in person or by proxy,
without a transfer of such shares into his name. Shares standing in
the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.

     Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may
be voted by such receiver without the transfer thereof into his
name if authority so to do be contained in an appropriate order of
the court by which such receiver was appointed.

     A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.

     Shares of its own stock belonging to the corporation shall not
be voted, directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at
any given time.

     SECTION 11. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise
provided by law, any action required to be taken at a meeting of
the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be
signed by all of the stockholders entitled to vote with respect to
the subject matter thereof.

                ARTICLE III. BOARD OF DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the
corporation shall be managed by its Board of Directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of 
directors of the corporation shall be four. Each director shall
hold office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the Board
of Directors shall be held without other notice than this By-Law
immediately after, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide, by resolution,
the time and place for the holding of additional regular meetings
without other notice than such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or
any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for
holding any special meeting of the Board of Directors called by
them.

     SECTION 5. NOTICE. Notice of any special meeting shall be
given at least ten days previously thereto by written notice
delivered personally or mailed to each director at his business
address, or by telegram. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director may
waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of such meeting, except where a
director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 6. QUORUM. A majority of the number of directors
fixed by Section 2 of this Article III shall constitute a quorum
for the transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a meeting,
a majority of the directors present may adjourn the meeting from
time to time without further notice.

     SECTION 7. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors.

     SECTION 8. ACTION WITHOUT A MEETING. Any action that may be
taken by the Board of Directors at a meeting may be taken without
a meeting if a consent in writing, setting forth the action so to
be taken, shall be signed before such action by all of the
Directors.

     SECTION 9. VACANCIES. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of
Directors, unless otherwise provided by law. A director elected to
fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of
an increase in the number of directors may be filled by election
by the Board of Directors for a term of office continuing only
until the next election of Directors by the shareholders.

     SECTION 10. COMPENSATION. By resolution of the Board of
Directors, each Director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a stated salary as Director or a fixed sum for attendance at
each meeting of the Board of Directors or both. No such payment
shall preclude any Director from serving the corporation in any
other capacity and receiving compensation therefor.

     SECTION 11. PRESUMPTION OF ASSENT. A director of the
corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a Director who voted in favor
of such action.

                    ARTICLE IV. OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a
President, a Vice-President, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.

     SECTION 3. REMOVAL. Any officer or agent may be removed by
the Board of Directors whenever in its judgment, the best
interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an officer or
agent shall not of itself create contract rights.

     SECTION 4. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of the
term.

     SECTION 5. PRESIDENT. The President shall be the principal
executive officer of the corporation and, subject to the control
of the Board of Directors, shall in general supervise and control
all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the shareholders and of the
Board of Directors. He may sign, with the Secretary or any other
proper officer of the corporation thereunto authorized by the
Board of Directors, certificates for shares of the corporation,
any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these By-Laws to some
other officer or agent of the corporation, or shall be required by
law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from
time to time.

     SECTION 6. VICE-PRESIDENT. In the absence of the President or
in the event of his death, inability or refusal to act, the Vice-
President shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice-President shall perform
such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

     SECTION 7. SECRETARY. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the Board of
Directors in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions
of these By-Laws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that
the seal of the corporation is affixed to all documents the
execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President certificates for shares
of the corporation, the issuance of which shall have been
authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and
(g) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.

     SECTION 8. TREASURER. The Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of
the corporation; (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit
all such moneys in the name of the corporation in such banks,
trust companies or other depositories as shall be selected in
accordance with the provisions of Article V of these By-Laws; and
(c) in general, perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine.

     SECTION 9. SALARIES. The salaries of the officers shall be
fixed from time to time by the Board of Directors and no officer
shall be prevented from receiving such salary by reason of the
fact that he is also a Director of the corporation.

        ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

     SECTION 4. DEPOSITS. All funds of the corporation not
otherwise employed shall be deposited form time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may elect.

     ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing
shares of the corporation shall be in such form as shall be
determined by the Board of Directors. Such certificates shall be
signed by the President and by the Secretary or by such other
officers authorized by law and by the Board of Directors so to do,
and sealed with the corporate seal. All certificates for shares
shall be consecutively numbered and otherwise identified. The name
and address of the person to whom the shares represented thereby
are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be
cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the corporation as the
Board of Directors prescribe.

     SECTION 2. TRANSFER OF SHARES. Transfer of shares of the
corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
corporation, and on surrender for cancellation of the certificate
for such shares. The person in whose name shares stand on the
books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.

     SECTION 3. ENCUMBRANCE OF STOCK. No shareholder shall
encumber any of his stock in the company without first obtaining
written consent to do so from all other shareholders. Any
encumbered stock shall have attached thereto a notice that in the
event of foreclosure and transfer of said stock, the new
stockholder shall be required to offer the stock for sale to the
corporation and to the remaining stockholders under the same terms
and conditions and at the same price as set forth in Section 4
hereof.

     SECTION 4. RESTRICTIONS ON SALE OF STOCK. In the event that
any shareholder desires to sell or transfer his shares for a
valuable consideration, such shareholder must first offer said
stock for sale to the corporation and the offer shall be in
writing and delivered to the Board of Directors. Within 20 days
after receipt of the written offer, the Board of Directors shall
call a meeting of the shareholders, at which meeting the stock
shall be offered for sale to the company for the purpose of
retirement of the shares or to place the same in treasury stock.
The corporation may exercise its option to purchase as of the day
of the meeting. Any stock which is offered for sale to the company
and not purchased in accordance with the offer shall then be
offered on a proportionate ownership basis to the remaining
stockholders who desire to purchase said stock upon the same terms
and conditions as set forth in the offer made to the company. In
the event that the stock is not purchased by the company or by the
shareholders, then the shareholder offering the stock for sale
shall be free to sell the same to any third person for the same or
a greater price but not for a lesser price than the price at which
the stock was offered to the corporation and the shareholders.

                    ARTICLE VII. FISCAL YEAR

     The fiscal year of the corporation shall begin and end on
such days as the Board of Directors shall fix by resolution.

                    ARTICLE VIII. DIVIDENDS

     The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its
Articles of Incorporation.

                    ARTICLE IX. CORPORATE SEAL

     The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
name of the corporation and the state of incorporation and the
words, "Corporate Seal".

                    ARTICLE X. WAIVER OF NOTICE

     Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the
corporation under the provisions of these By-Laws or under the
provisions of the Small Business Corporation Act, a waiver thereof
in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.

                    ARTICLE XI. AMENDMENTS

     These By-Laws may be altered, amended or repealed and new By-
Laws may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors.